As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 333-_________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITIZENS FIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1351861
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2101 North Veterans Parkway
Bloomington, Illinois 61704
(Address of principal executive offices, including zip code)
CITIZENS FIRST FINANCIAL CORP.
1996 STOCK-BASED INCENTIVE PLAN
(Full title of the plan)
WITH A COPY TO:
C. WILLIAM LANDEFELD TIMOTHY E. KRAEPEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER HOWARD & HOWARD ATTORNEYS, P.C.
CITIZENS FIRST FINANCIAL CORP. THE PINEHURST OFFICE CENTER, SUITE 101
2101 NORTH VETERANS PARKWAY 1400 NORTH WOODWARD AVENUE
BLOOMINGTON, ILLINOIS 61704 BLOOMFIELD HILLS, MICHIGAN 48304-2856
(Name and address of agent for service) (248) 645-1483
(309) 661-8700
(Telephone number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (2) (2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 125,000 $13.94 $1,758,750 $489
=========================================================================================================
</TABLE>
(1) Plus, pursuant to Rule 416, an indeterminate number of additional shares as
may be issuable in the event of an adjustment as a result of an increase in the
number of issued shares of Registrant's Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain other
capital adjustments as provided in the above-referenced Stock-Based Incentive
Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) based on the $13.94 average of the high and
low bid prices of Registrant's Common Stock on the American Stock Exchange on
April 26, 1999.
Page 1 of 11 Pages
The Exhibit Index Appears on Page 9
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 1-14274) are
incorporated in this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1998;
(3) the Registrant's definitive Proxy Statement dated March 22, 1999
relating to its 1999 Annual Meeting of Stockholders provided, however, that the
Executive Compensation Committee Report and the performance graph included in
such Proxy Statement shall not be deemed to be incorporated herein by reference;
and
(4) the description of Registrant's Common Stock, $.01 par value which
is contained in Registrant's Form 8-A (File No. 1-14274) filed with the
Commission on February 13, 1996, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Registrant are indemnified and held
harmless against liability to the fullest extent permissible by the General
Corporation Law of the State of Delaware as it currently exists or as it may be
amended provided any such amendment provides broader indemnification provisions
than currently exists. This indemnification applies to the Board of Directors
who administer the Plan.
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In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles TENTH and ELEVENTH
of the Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to
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recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation
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Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit index filed as part of this Registration Statement on page
9 hereof.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
period reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomington, State of Illinois, on May 26, 1999.
CITIZENS FIRST FINANCIAL CORP.
(Registrant)
By: /s/ C. William Landefeld
-----------------------------------------
C. William Landefeld
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints C. William
Landefeld, as such person's true and lawful attorney to execute in the name of
each such person, and to file, any amendments to this registration statement
that such attorney may deem necessary or desirable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission with respect thereto,
in connection with the registration of the shares of Common Stock, which
amendments may make such changes in such Registration Statement as the
above-named attorney deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this Registration Statement; and each of
the undersigned hereby ratifies all that said attorney will do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ C. William Landefeld President, Chief Executive May 26, 1999
- ------------------------------ Officer and Director
C. William Landefeld (Principal Executive Officer)
/s/ Dallas G. Smiley Senior Vice President, May 26, 1999
- ------------------------------ Treasurer and Chief Financial
Dallas G. Smiley Officer (Principal Accounting
and Financial Officer)
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/s/ Ronald C. Wells Chairman of the Board and May 26, 1999
- ------------------------------ Director
Ronald C. Wells
/s/ Jeffrey M. Solberg Director May 26, 1999
- ------------------------------
Jeffrey M. Solberg
/s/ Dean Broquard Director May 26, 1999
- ------------------------------
Dean Broquard
/s/ Paul J. Hoffman Director May 26, 1999
- ------------------------------
Paul J. Hoffman
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
5.1 Opinion of Howard & Howard Attorneys, 10
P.C.
23.1 Consent of Olive LLP 11
23.2 Consent of Howard & Howard Attorneys,
P.C. (contained in their opinion filed as
Exhibit 5.1).
24 Powers of Attorney (contained on the
signature pages hereto).
9
EXHIBIT 5.1
[HOWARD & HOWARD LETTERHEAD]
May 26, 1999
SECURITIES AND EXCHANGE COMMISSION
FILING DESK -- STOP 1-4
JUDICIARY PLAZA
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: CITIZENS FIRST FINANCIAL CORP. -- REGISTRATION OF 125,000
SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Citizens First Financial Corp., a Delaware
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") covering
125,000 shares of Common Stock, $.01 par value per share (the "Common Stock"),
to be issued pursuant to the Citizens First Financial Corp. Stock-based
Incentive Plan (the "Plan").
In this connection, we have made such investigation and have examined
such documents as we have deemed necessary in order to enable us to render the
opinion contained herein.
Based upon the foregoing, it is our opinion that those shares of Common
Stock covered by the Registration Statement that are originally issued in
accordance with the terms of the Plan and as contemplated in the Registration
Statement and the Prospectus relating thereto, will, when so issued, be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
VERY TRULY YOURS,
HOWARD & HOWARD
/S/ TIMOTHY E. KRAEPEL
TIMOTHY E. KRAEPEL
10
EXHIBIT 23.1
[OLIVE LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in Registration Statement on
Form S-8 to be filed on behalf of Citizens First Financial Corp., of our report
dated January 22, 1999, on the consolidated financial statements of Citizens
First Financial Corp. for the year ended December 31, 1998, which report is
incorporated in the Annual Report on Form 10-K of Citizens First Financial Corp.
/s/ Olive LLP
Decatur, Illinois
May 26, 1999
11
